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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
( X ) Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the quarterly period ended June 30, 2000.
( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act for
the transition period from _________________ to ____________ .
Commission File Number:
HOJO HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
Delaware 11-3504866
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(State of Incorporation) (I.R.S. Employer I.D. No)
21 Blackheath Rd., Lido Beach, New York, 11561
(Address of Principal Executive Offices)
(516) 670-0564
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(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES ( X ) NO ( )
Indicate the number of shares outstanding of each of the issuer's classes of
stock as of July 31, 2000.
4,800,000 Common Shares
Transitional Small Business Disclosure Format:
YES ( ) NO (X)
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HOJO HOLDINGS, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheets as of June 30, 2000 and December 31, 1999..........3
Statements of Operations for the three and six month periods
ended June 30, 2000 and the period January 5, 1999 (date of
incorporation) to June 30, 1999 and
2000..............................................................4
Statement of Stockholders' Equity (Deficit) for the six months
ended June 30, 2000...............................................5
Statement of Cash Flows for the three and six months ended June
30, 2000 and the period January 5, 1999 (date of incorporation)
to June 30, 1999 and 2000.........................................6
Notes to Financial Statements.....................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations or Plan of
Operations........................................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................11
Item 2. Changes in Securities............................................11
Item 3. Defaults Upon Senior Securities..................................11
Item 4. Submission of Matters to a Vote of Securities Holders............11
Item 5. Other Information................................................11
Item 6. Exhibits and Reports on Form 8-K.................................11
Signatures
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
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June 30,
2000 December
ASSETS (Unaudited) 31, 1999
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Cash and cash equivalents $ 35,950 $ 20
Computer equipment - net 1,997 2,197
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TOTAL $ 37,947 $ 2,217
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES - Due to affiliate $ 0 $ 10,003
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STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - no par value: 20,000,000 shares
authorized; 4,800,000 and 2,500,000 shares issued
and outstanding, respectively 117,500 2,500
Deficit accumulated during the (79,553) (10,286)
development stage ------------ -----------
Total stockholders' Equity (Deficit) 37,947 (7,786)
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TOTAL $ 37,947 $ 2,217
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SEE NOTES TO FINANCIAL STATEMENTS.
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
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Period Period
January January
5, 1999 5, 1999
Three Six Months (date of (date of
Months Ended June incorporation) incorporation)
Ended June 30, 2000 to June 30, to June 30,
30, 2000 1999 2000
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
EXPENSES:
Organization costs $ - $ - $ 504 $ 564
Professional fees 57,315 59,515 - 65,363
Travel and entertainment 2,625 4,510 - 4,613
Communication 1,355 1,871 - 1,871
Office supplies 806 2,887 - 6,658
Interest - 284 - 284
Depreciation - 200 - 200
------------ ------------ ----------- -----------
NET LOSS $ 62,101 $ 69,267 $ 504 $ 79,553
============ ============ =========== ===========
NET LOSS PER SHARE $ 0.01 $ .01 $ - $ 0.02
============ ============ =========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND DILUTED 4,446,000 3,473,000 2,500,000 3,323,000
============ ============ =========== ===========
</TABLE>
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SEE NOTES TO FINANCIAL STATEMENTS.
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the six months ended June 30, 2000
(Unaudited)
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Deficit
Accumulated
During the
Common Stock Development
Shares Value Stage Total
--------- -------- ----------- -----------
Balances, December 31, 1999 2,500,000 $ 2,500 $ (10,286) $ (7,786)
Shares issued for cash,$0.05
per share 855,357 42,768 - 42,768
Shares issued for services 1,000,000 50,000 - 50,000
Shares issued in payment of
debt 444,643 22,232 - 22,232
Net loss for the six months
ended June 30, 2000 - - (69,267) (69,267)
--------- -------- ----------- -----------
Balances June 30, 2000 4,800,000 $ 117,500 $ (79,553) $ 37,947
========= ======== =========== ===========
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SEE NOTES TO FINANCIAL STATEMENTS.
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
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Period March Period March
Three Six 4, 1999 4, 1999
Months Months (date of (date of
Ended Ended incorporation) incorporation)
June 30, June 30, to June 30, to June 30,
2000 2000 1999 2000
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<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(62,585) $(69,267) $ (504) $ (79,553)
Adjustments to reconcile net loss to
net cash
used in operating activities:
Depreciation 200 200 - 200
Common stock issued for services 50,000 50,000 - 50,000
rendered ---------- --------- ------------- ---------------
CASH FLOWS USED IN FINANCING
ACTIVIES (12,385) (19,067) 504 (29,353)
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CASH FLOWS FROM INVESTING
ACTIVIES -
Purchase of computer equipment - - - (2,197)
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CASH USED IN INVESTING
ACTIVITIES - - - (2,197)
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CASH FLOWS FROM FINANCING
ACTIVIES:
Proceeds from sale of common stock 42,768 42,768 - 45,268
Increase in due to affiliate 5,547 12,229 504 22,232
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CASH PROVIDED BY FINANCING
ACTIVITIES 48,315 54,997 504 67,500
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NET INCREASE IN CASH AND CASH
EQUIVALENTS 35,930 35,930 35,950
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 20 20 - -
---------- --------- ------------- ---------------
CASH AND CASH EQUIVALENTS,
END OF PEROID $ 35,950 $ 35,950 $ - $ 35,950
========== ========= ============= ===============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid $ - $ - $ - $ -
========== ========= ============= ===============
Taxes paid $ - $ - $ - $ -
========== ========= ============= ===============
</TABLE>
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SEE NOTES TO FINANCIAL STATEMENTS.
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NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Hojo Holdings, Inc. ("we", "us", "our") was incorporated under the laws of the
state of Delaware on January 5, 1999. We, who are considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, are a web site development firm that intends to build a network of
independent web site developers for projects we secure from clients. Our planned
principal operations have not commenced, therefore accounting policies and
procedures have not yet been established.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Our accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for interim financial information
and the instructions to Form 10-QSB and Rule 10-1 of Regulation S-X of the
Securities and Exchange Commission (the"SEC"). Accordingly, these financial
statements do not include all of the footnotes required by generally accepted
accounting principals. In the opinion of management, all adjustments (consisting
of normal and recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2000.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have an accumulated deficit and
negative working capital position of $79,553 as of June 30, 2000. We do not
currently engage in business activities that provide any cash flow, accordingly
our ability to continue as a going concern is dependent on our ability to raise
capital to fund our cash requirements until our business operations provide
sufficient cash flow. These factors among others may indicate that we will be
unable to continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments that might be necessary
if we are unable to continue as a going concern.
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NOTE C - INCOME TAXES
We have recognized losses for both financial and tax reporting purposes and have
a net operating loss carryforward of approximately $79,000 as of June 30, 2000.
Because we would establish a valuation allowance for any deferred income tax
asset, no deferred taxes have been provided for in the accompanying financial
statements.
NOTE D - RELATED PARTY TRANSACTION
On August 30, 1999, we executed a two year employment contract with our
president, which requires annual compensation of approximately $24,000 plus
certain bonuses and fringe benefits (as defined in the agreement). The agreement
shall become effective upon the earlier of the date mutually agreed to in
writing by both parties or two weeks following the date on which we receive more
than $200,000 of gross investment capital.
During the period January 5, 1999 (date of incorporation) to June 30, 2000, our
President provided various equipment, services and a portion of her home for
office space for no consideration. The value of this equipment, services and
office space are considered to be insignificant and as such no expense has been
recorded.
During the period January 5, 1999 (date of incorporation) to June 30, 2000, a
director has provided a line of credit to us to fund cash requirements. Through
June 30, 2000 this director had provided $22,232, which has been converted to
444,643 shares of common stock. Also during the six months ended June 30, 2000
our president has provided $4,448 which was repaid as of June 30, 2000.
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares outstanding during
the period. As of June 30, 2000 there were no common equivalent shares
outstanding, as such, the diluted net loss per share calculation is the same as
the basic net loss per share.
NOTE F - COMMON STOCK OFFERING
We have filed a registration statement with the SEC on form SB-2, which became
effective January 25, 2000, for the sale of up to 12,500,000 shares (including
2,500,000 shares held by stockholders) of the Company's common stock at $0.05
per share. The offering is on a best-efforts, no minimum basis. As such, there
will be no escrow of any of the proceeds of the offering and we will have the
immediate use of such funds to finance its operations. As of June 30, 2000 we
have sold 260,000 shares giving us proceeds of approximately $13,000. We also
issued 1,040,000 shares of our common stock to our director in exchange for
$29,768 cash and as satisfaction of our outstanding credit line of $22,232. On
April 7, 2000, we issued 1,000,000 shares of our common stock to five
individuals in lieu of a $50,000 payment for marketing and corporate advisory
services to be provided.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
balance sheet as of December 31, 1999 and the financial statements as of and for
the three and six-months ended June 30, 2000, and the period January 5, 1999
(date of inception) to June 30, 1999 and June 30, 2000 included with this Form
10-QSB. The Company did not have significant operations during the three months
ended June 30, 1999 or for the period January 5, 1999 (date of inception) to
June 30, 1999 and as such this analysis does not include any additional
discussion as of and for such periods.
We are considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and have neither engaged in any
operations nor generated any revenues to date. We have limited assets. Our
expenses for the three and six month periods ended June 30, 2000, are $62,101
and $69,267, respectively. We funded these losses primarily through the proceeds
of $42,768 from the sale of common stock and the issuance of 1,000,000 shares,
valued at $50,000, for professional services. Our cumulative expenses from
January 5, 1999 (date of incorporation) to June 30, 2000 are $79,553.
The expenses we have incurred to date are primarily from our efforts to
establish clients and begin our business operations. So long as we are able to
sell shares of our common stock and rely on our director to provide us with
monies on our credit line, we will have sufficient funds to satisfy our cash
requirements.
Readers are referred to the cautionary statement, which addresses
forward-looking statements made by the Company.
CAUTIONARY STATEMENT
This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by our officers or our agents contain statements which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis or Plan of Operations, and include statements regarding
the intent, belief or current expectations us, our directors or our officers
with respect to, among other things: (i) our liquidity and capital resources;
(ii) tour financing opportunities and plans and (iii) our future performance and
operating results. Investors and prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) any material inability of us to successfully internally
develop its products; (ii) any adverse effect or limitations caused by
Governmental regulations; (iii) any adverse effect on our positive cash flow and
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abilities to obtain acceptable financing in connection with its growth plans;
(iv) any increased competition in business; (v) any inability of us to
successfully conduct its business in new markets; and (vi) other risks including
those identified in our filings with the Securities and Exchange Commission. We
undertake no obligation to publicly update or revise the forward looking
statements made in this Form 10-QSB to reflect events or circumstances after the
date of this Form 10-QSB or to reflect the occurrence of unanticipated events.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
August 14, 2000 /s/ Holli Arberman
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Date Holli Arberman, President
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